UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)
    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004.
                                       OR
        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.

                        COMMISSION FILE NUMBER: 000-30914

           Nevada                                         88-0394012
 (State or other jurisdiction of                       (IRS Employer
incorporation or organization)                      Identification No.)

 11798 Western Ave., Unit 18
    Stanton, California                                         90680
 (Address of principal executive offices)                  (Zip Code)

                             (714) 895-0944
                       Issuer's Telephone Number


                                 XTREME WEBWORKS
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

At  March  31,  2004,  there were 9,640,575 shares issued and outstanding of the
issuer's  Common  Stock,  $.001  par  value.

Transitional  Small  Business  Disclosure  Format  (check  one):  YES [ ] NO [X]


                         PART I:  FINANCIAL INFORMATION

Item  1.  Financial  Statements

<TABLE>
<CAPTION>

                             XTREME COMPANIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (unaudited)


<S>                                       <C>                   <C>
                                          Three months ended
                                          March 31,
                                          --------------------
                                                         2004       2003
                                          --------------------  ---------

REVENUES:. . . . . . . . . . . . . . . .  $            94,051   $      -

COST OF GOODS SOLD . . . . . . . . . . .               46,918
                                          --------------------  ---------

GROSS PROFIT . . . . . . . . . . . . . .               47,133          -
                                          --------------------  ---------

OPERATING EXPENSES:
General and admininstrative. . . . . . .              510,494      9,269
Professional fees. . . . . . . . . . . .               16,050     41,387
Amortization and depreciation. . . . . .                  275      6,596
Writedown of assets. . . . . . . . . . .               84,821          -
                                          --------------------  ---------
  Total Operating Expenses . . . . . . .              611,640     57,252
                                          --------------------  ---------

Loss from Operations . . . . . . . . . .             (564,507)   (57,252)
                                          --------------------  ---------

OTHER INCOME (EXPENSES)
Interest income. . . . . . . . . . . . .                    -          -
Other income . . . . . . . . . . . . . .                    -          -
Interest expense . . . . . . . . . . . .                  (62)         -
                                          --------------------  ---------
                                                          (62)         -
                                          --------------------  ---------

Net loss before discontinued operations.             (564,569)   (57,252)
                                          --------------------  ---------

Loss from discontinued operations. . . .                    -          -
                                          --------------------  ---------

NET INCOME (LOSS). . . . . . . . . . . .  $          (564,569)  $(57,252)
                                          ====================  =========

Weighted average number of
  shares outstanding . . . . . . . . . .            9,463,901     30,821
                                          ====================  =========

Net Earnings (Loss) per share. . . . . .  $             (0.06)  $  (0.54)
                                          ====================  =========
</TABLE>


<TABLE>
<CAPTION>

                             XTREME COMPANIES, INC.
                            STATEMENT OF CASH FLOWS
                                  (unaudited)


<S>                                                          <C>                   <C>
                                                             Three months ended
                                                             March 31,
                                                             --------------------
                                                                            2004       2003
                                                             --------------------  ---------

Cash Flows From Operating Activities:
  Net Income (Loss) . . . . . . . . . . . . . . . . . . . .  $          (564,569)  $(57,252)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation/amortization . . . . . . . . . . . . . . .                  275      6,596
    Allowance for doubtful accounts . . . . . . . . . . . .                    -      4,067
    Issuance of stock for services. . . . . . . . . . . . .              341,363          -
    Issuance of stock for cancellation of debt. . . . . . .                    -          -
    Writedown of inventory. . . . . . . . . . . . . . . . .               84,821          -
   Changes in assets and liabilities:
   Decrease(increase) in other receivable . . . . . . . . .                    -     (3,162)
   (Increase) in deposits . . . . . . . . . . . . . . . . .               10,000          -
   Increase in prepaid expenses . . . . . . . . . . . . . .                    -          -
   Increase (decrease) in payroll taxes . . . . . . . . . .                    -          -
   Increase in accrued expenses . . . . . . . . . . . . . .                    -       (502)
   Increase (decrease) in accounts payable. . . . . . . . .              (38,775)    33,581
                                                             --------------------  ---------
                                                                         397,684     40,580
                                                             --------------------  ---------
Net Cash Used in Operating Activities . . . . . . . . . . .             (166,885)   (16,672)
                                                             --------------------  ---------

Cash Flow From Investing Activities:
  Net borrowing related parties . . . . . . . . . . . . . .                    -     32,669
  Proceeds(payments) from notes receivable. . . . . . . . .                    -    (16,181)
                                                             --------------------  ---------
Net Cash Provided By Investing Activities . . . . . . . . .                    -     16,488
                                                             --------------------  ---------

Cash Flow From Financing Activities:
  Note payable - net of principal payments. . . . . . . . .                    -          -
  Proceeds from notes payable . . . . . . . . . . . . . . .              146,000          -
                                                             --------------------  ---------
Net Cash Provided By Financing Activities . . . . . . . . .              146,000          -
                                                             --------------------  ---------

(Decrease) Increase in Cash . . . . . . . . . . . . . . . .              (20,885)      (184)

Cash and Cash Equivalents - Beginning of period . . . . . .               61,752        373
                                                             --------------------  ---------

Cash and Cash Equivalents - End of period . . . . . . . . .  $            40,867   $    189
                                                             ====================  =========



Supplemental Cash Flow Information:
  Interest paid . . . . . . . . . . . . . . . . . . . . . .  $                 -   $      -
                                                             ====================  =========
  Taxes paid. . . . . . . . . . . . . . . . . . . . . . . .  $                 -   $      -
                                                             ====================  =========

Noncash investing and financial activities are as follows:
 Issuance of common stock in lieu of notes payable. . . . .  $           207,106   $      -
                                                             ====================  =========
</TABLE>

<TABLE>
<CAPTION>

                             XTREME COMPANIES, INC.
                           CONSOLIDATED BALANCE SHEET



<S>                                                               <C>            <C>
                                                                  March 31,      December 31,
                                                                          2004            2003
                                                                  -------------  --------------
ASSETS:

Current Assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     40,867   $      61,752
  Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . .             -          84,821
  Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . .             -          10,000
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .         7,469           7,469
     Total Current Assets. . . . . . . . . . . . . . . . . . . .        48,336         164,042
                                                                  -------------  --------------

Property and Equipment:
    Furniture and fixtures . . . . . . . . . . . . . . . . . . .           985             985
    Machinery and equipment. . . . . . . . . . . . . . . . . . .         4,505           4,505
                                                                  -------------  --------------
                                                                         5,490           5,490
    Less accumulated depreciation. . . . . . . . . . . . . . . .          (321)            (46)
      Net Fixed Assets . . . . . . . . . . . . . . . . . . . . .         5,169           5,444
                                                                  -------------  --------------

Licensed technology. . . . . . . . . . . . . . . . . . . . . . .             -               -
                                                                  -------------  --------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $     53,505   $     169,486
                                                                  =============  ==============


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . .  $    179,982   $     330,632
  Payroll tax liabilities. . . . . . . . . . . . . . . . . . . .       118,375         118,375
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .        90,945          90,945
  Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .        60,927         368,783
   Total Current Liabilities . . . . . . . . . . . . . . . . . .       450,229         908,735
                                                                  -------------  --------------

Long-Term Liabilities:
 Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .       246,750               -
                                                                       246,750               -
                                                                  -------------  --------------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . .       696,979         908,735
                                                                  -------------  --------------

Stockholders' Equity:
   Common stock, $.001 par value, 100,000,000 authorized,
    9,640,575 and 7,118,152 issued and outstanding, respectively         9,640           7,118
  Additional paid-in capital . . . . . . . . . . . . . . . . . .    16,212,994      15,555,172
  Retained deficit . . . . . . . . . . . . . . . . . . . . . . .   (16,756,108)    (16,191,539)
  Deferred compensation. . . . . . . . . . . . . . . . . . . . .      (110,000)       (110,000)
                                                                  -------------  --------------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . .      (643,474)       (739,249)
                                                                  -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $     53,505   $     169,486
                                                                  =============  ==============
</TABLE>



                             XTREME COMPANIES, INC.

                              Financial Statements
                    For the Three-Months Ended March 31, 2004

                                   (Unaudited)

<PAGE>










           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To  the  Board  of  Directors
Xtreme  Companies,  Inc.


We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
March  31,  2004 and the related statements of operations and cash flows for the
three  months  ended  March  31,  2004  and  2003,  included in the accompanying
Securities  and  Exchange  Commission Form 10-QSB for the period ended March 31,
2004.  These  financial  statements  are  the  responsibility  of  the Company's
management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in  accordance  with auditing standards generally accepted in the United States,
the  objective  of which is the expression of an opinion regarding the financial
statements  as  a  whole.  Accordingly,  we  do  not  express  such  an opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United States, the balance sheet as of December 31, 2003, and
the  related  statements  of operations, stockholders' equity and cash flows for
the year then ended (not presented herein).  In our report dated March 17, 2004,
we  expressed  an  unqualified  opinion  on  those financial statements.  In our
opinion, the information set forth in the accompanying balance sheet as of March
31,  2004  is  fairly stated in all material respects in relation to the balance
sheet  from  which  it  has  been  derived.



Michael  Johnson  &  Co.,  LLC.
Denver,  Colorado
May  21,  2004





<PAGE>
                             XTREME COMPANIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.     Presentation  of  Interim  Information

In  the  opinion  of  the management of Xtreme Companies, Inc., the accompanying
unaudited  financial  statements  include  all  normal  adjustments  considered
necessary to present fairly the financial position as of March 31, 2004, and the
results  of  operations and cash flows for the three months ended March 31, 2004
and  2003.  Interim results are not necessarily indicative of results for a full
year.

The  financial  statements  and notes are presented as permitted by Form 10-QSB,
and  do  not  contain  certain  information  included  in  the Company's audited
financial  statements  and  notes  for  the fiscal year ended December 31, 2003.


2.     Going  Concern

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates  continuation  of  the  Company  as a going concern.  The Company's
operations  lost  $564,569  during  the  current  period ended and the Company's
deficit  is  $16,756,108.

The  future  success of the Company is likely dependent on its ability to attain
additional  capital  to  develop  its proposed products and ultimately, upon its
ability  to attain future profitable operations.  There can be no assurance that
the  Company  will  be  successful  in obtaining such financing, or that it will
attain  positive  cash  flow  from  operations.


3.     Capital  Stock  Transactions

The  authorized  common stock of the Company consists of 100,000,000 shares with
par value of $.001.  On September 26, 2003, Xtreme's Board of Directors declared
a  100-for-one  reverse  stock  split  of  outstanding  common  stock payable at
September  26,  2003  and  amended the articles of incorporation to increase the
authorized  capital  shares to 100,000,000.  On January 30, 2004, Xtreme's Board
of  Directors  declared a 10-for-1 reverse split of the outstanding common stock
payable  at  January  30,  2004.

All  share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock  splits.


Item  2. Management's Discussion and Analysis of Financial Condition and Results
of  Operations

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without  limitation, statements concerning possible or assumed future results of
operations  and  those  preceded  by,  followed  by  or  that  include the words
"believes," "could," "expects," "intends" "anticipates," or similar expressions.
Our  actual  results  could  differ  materially  from  these  anticipated in the
forward-looking  statements  for  many  reasons  including:  materially  adverse
changes  in  economic  conditions  in  the  markets that we and our subsidiaries
serve;  competition from others in the markets and industry segments occupied by
us  and  our  subsidiaries;  the  ability  to enter, the timing of entry and the
profitability  of  entering  new  markets;  greater  than  expected  costs  or
difficulties  related  to  the  integration  of  the  businesses acquired by our
subsidiaries;  and other risks and uncertainties as may be detailed from time to
time  in  our  public  announcements  and  SEC  filings. Although we believe the
expectations  reflected  in  the forward-looking statements are reasonable, they
relate  only  to events as of the date on which the statements are made, and our
future  results,  levels  of  activity, performance or achievements may not meet
these  expectations.  We  do  not  intend  to  update any of the forward-looking
statements after the date of this document to conform these statements to actual
results  or  to  changes  in  our  expectations,  except  as  required  by  law.

The  discussion  and  financial  statements  contained  herein are for the three
months  ended March 31, 2004 and March 31, 2003. The following discussion should
be  read  in  conjunction  with  our  financial statements and the notes thereto
included  herewith.

OVERVIEW

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military  personnel for fire, rescue and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety,  handling and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as, fire departments, police departments, city port-authorities
and the military. We did not have any revenues in the fiscal year ended December
31,  2003.

We  are a publicly traded company, which trades on the Over-the-Counter bulletin
Board  of  the  National  Quotation  Service  under  the  ticker  symbol "XTME."

The  address of our principal executive office is 11782 Western Avenue, Unit 18,
Stanton,  California  90680. Our telephone number is (714) 895-0944. Our website
address  is  www.xtremecos.com.  Information  contained  on our website does not
constitute part of this report and our address should not be used as a hyperlink
to  our  website.

Our  boats  combine  power,  safety, handling and stability in rough water along
with  high-speed performance. The innovative patents and patents-pending that we
license,  give the boats eye-catching visual market retention, and a competitive
advantage  in  the  boating  industry,  home  defense  and  world  markets.

The unique convergence of design and technology give our boats the ability to be
highly  maneuverable  in  as  little  as ten inches of water, essential in areas
where  submerged  objects such as street signs, vehicles or rocks will interfere
with  other  craft. Even with a full crew and injured passengers, the boat stays
high  on  the  water,  affording  a  speedy,  safe  access  and  egress.

The  boats  are quick-response craft that can be easily transported to emergency
areas.  The  hulls  incorporate  patented "V" shaped hull designs, and are built
using  hand laid "S" glass which produces a fiberglass hull that is stronger yet
lighter than conventional fiberglass hulls, and provides extraordinary stability
and  handling  in  rough  waters,  and  at  high  speeds.


Product  Specifications
-----------------------




         Load        Fuel        Towing       Passenger
Model    Capacity    Capacity    Capacity     Capacity
-------  ----------  ----------  -----------  ---------
12  Foot  2,200  lbs.  32  gallons   7,000  lbs. 5
-------  ----------  ----------  -----------  ---------
15  Foot  5,500  lbs.  58  gallons  10,000  lbs. 6
-------  ----------  ----------  -----------  ---------


We currently offer two commercial boats which are similar in design but distinct
in  functions.  Each  model comes equipped with Mercury Marine Sport Jet 175 XR2
two  stroke  engines  that  generate  175 horse power, and Mercury Marine single
stage  axial  flow  jet pumps. We have also developed new models for California,
and  international  markets  that  no  longer  allow  2  stroke  motors. We have
redesigned  the  boat  to  accept  power systems which meet the strict emissions
standards in California and the year 2006 emissions requirements mandated by the
United  States  Environmental  Protection Agency. The boats come with a two-year
warranty  on  the  engine,  the  fuel  system,  and the electrical system, and a
five-year  warranty  on  the  hull.

Patrol  Rescue  Jet
-------------------

The Patrol Rescue Jet is designed to provide security in inland waterways and in
harbors.  With  a  speed  of  up to 55 miles per hour, the Patrol Rescue Jet can
deliver law enforcement and emergency assistance to virtually any location on or
around the water. This boat is available in either a 12 foot design or a 15 foot
design.

Fire  and  Rescue  Jet
----------------------

The  Fire  and  Rescue  Jet  is designed to fight fires on the water and in near
shore  areas. The Fire Rescue Jet comes equipped with a patented water pump that
can  supply  up  to  750 gallons of water per minute. The Fire and Rescue Jet is
uniquely  designed  so  one  person can control the boat and the fire apparatus.
This  boat  is  also  available  in either a 12 foot design or a 15 foot design.

THREE  MONTHS  ENDED  MARCH  31, 2004 AS COMPARED TO THREE MONTHS ENDED
MARCH  31,  2003

Results  of  Operations
-----------------------

We  generated  consolidated revenues of $94,051 for the three months ended March
31,  2004  as  compared  to  $0  for  the three months ended March 31, 2003. The
increase  in  revenue  is  due to our divestiture of Rockwell Power Systems, and
refocusing our efforts on the manufacture and distribution of fire rescue boats.
The  increase  in revenues was partly the result of our active marketing efforts
to  sell  boats  to  firerescue  stations  around  the  country.

Net  Revenues
-------------

We  had  net  revenues  of  $47,133 for the three months ended March 31, 2004 as
compared  to $0 for the three months ended March 31, 2003. All of our revenue in
the  current  period  is  due to our focused efforts on sales of our fire boats.

Cost  of  Revenue
-----------------

We  incurred  Cost of Revenue of $46,918 for the three months ended March
31,  2004  as  compared  to  $0 for the three months ended March 31, 2003.

General,  Administrative  and  Selling  Expenses
------------------------------------------------

We  incurred  costs  of  $510,494  for  the three months ended March 31, 2004 as
compared  to  $9,269  for the three months ended March 31, 2003. The increase in
General, Administrative and Selling Expenses in the current period primarily due
to the roll out of the fire boats and the efforts of our manufacturing and sales
teams.

Net  loss
---------

We  had  a  net  loss of ($564,569) for the three months ended March 31, 2004 as
compared  to  a net loss of ($57,252) for the three months ended March 31, 2003.

Basic  and  diluted  loss  per  share
-------------------------------------

Our  basic  and diluted loss per share for the three months ended March 31, 2004
was  ($0.06)  as  compared  to ($.54) for the three months ended March 31, 2003.

Liquidity  and  Capital  Resources
----------------------------------

We must continue to raise capital to fulfill our plan of acquiring companies and
assisting  in the development of those companies internally. If we are unable to
raise  any  additional capital our operations will be curtailed. As of March 31,
2004,  we  had  total  Current  Assets  of  $48,336  and Current Liabilities of
$450,229.  Cash  and cash equivalents were $40,867 as compared to $189 at March
31,  2003.  Our  Stockholder's  Deficit  at  March  31,  2004  was  ($643,474).

We  had  a  net  usage  of cash due to operating activities in March 31, 2004 of
$58,043.  We  had  net  cash  provided by financing activities of ($166,885) and
($16,672)  in  the  three months ended March 31, 2004 and 2003, respectively. We
had  $0  from borrowings in the three months ended March 31, 2004 as compared to
$32,669  in  the  corresponding  period  last  year.


Financing  Activities
---------------------

On  February  3,  2004,  we  issued convertible debentures of $28,000 to Preston
Capital  Partners,  LP.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into our
common stock at the lesser of (i) 80% of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 6% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  February  3,  2009.

On  February  18,  2004,  we  issued  convertible  debenture of $28,000 to eFund
Capital  Partners,  LLC. The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into our
common stock at the lesser of (i) 80% of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 6% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  February  18,  2009.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securiies  Act of 1933 ("Securities Act")
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act,  and any regulations promulgated thereunder, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

Subsidiary

As  of  March  31,  2004,  we  had  one  wholly-owned subsidiary, Rockwell Power
Systems.



Item  3.  Controls  and  Procedures

We  have  established disclosure controls and procedures to ensure that material
information  relating  to  us,  including  our subsidiary, is made known  to the
officers  who  certify  our  financial  reports  and  to other members of senior
management  and  the  Board  of  Directors.

8(a)  Evaluation of disclosure controls and procedures. Our management, with the
participation  of  our  chief  executive  officer  and  interim chief  financial
officer,  has  evaluated  the  effectiveness  of the design and operation of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under  the  Securities  Exchange  Act  of 1934, as amended) as of the end of the
period  covered  by  this  Quarterly  Report  on  Form  10-QSB.  Based  on  this
evaluation,
our  chief  executive officer and interim chief financial officer concluded that
these  disclosure  controls  and procedures are effective and designed to ensure
that  the information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within  the  requisite  time  periods.

8(c)  Changes  in internal controls. There was no change in our internal control
over  financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities  Exchange  Act  of  1934,  as  amended) that occurred during our last
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  our  internal  control  over  financial  reporting.



                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings

On  March 9, 2004, Albert Mardikian, a company shareholder and holder of certain
designs  and  components,  filed  a  complaint  against  us in the Orange County
Superior  Court.  The  complaint  alleges  breach  of  contract  of  the license
agreement  dated  December  27,  2001  between  Mr.  Mardikian, Mardikian Marine
Design,  and  Sonic  Jet  Performance,  Inc. (N.K.A. Force Protection, Inc.) the
agreement  further  alleges  fraud,  conversion  and  unfair  competition.  The
plaintiff  is  seeking  declaratory  relief,  compensatory  damages of $700,000,
actual damages of $346,000, disgorgement of profits, civil penalties pursuant to
the  California  Business  and  Professions  Code  Section  17206,  reasonable
attorney's  fees and cost of suit incurred. While the suit was filed on June 26,
2003 against Sonic Jet Performance, Inc. and Ashford Capital, LLC, we were added
to  the suit on March 9, 2004 since we acquired the licensing rights pursuant to
an  agreement between Rockwell Power Systems, Inc. and Force Protection, Inc. We
are  currently  preparing  an answer denying these allegations. While we believe
that  the  matter  will  be  resolved  in our favor and that the case is without
merit, this case is in the early stages of litigation and we can not predict the
outcome.  If  we  receive  an  unfavorable  ruling,  there is a possibility of a
material  adverse impact of money damages on our financial condition, results of
operations,  or  liquidity  of  the period in which the ruling occurs, or future
periods.


Item  2.  Changes  in  Securities

 On  January  15, 2004, our Board of Directors declared a 10-for-1 reverse split
of  the  outstanding  common  stock  effective  January  26,  2004.

On  February  3,  2004,  we  issued convertible debentures of $28,000 to Preston
Capital  Partners,  LP.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into our
common stock at the lesser of (i) 80% of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 6% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  February  3,  2009.

On  February  18,  2004,  we  issued  convertible  debenture of $28,000 to eFund
Capital  Partners,  LLC. The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into our
common stock at the lesser of (i) 80% of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 6% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  February  18,  2009.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securiies  Act of 1933 ("Securities Act")
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act,  and any regulations promulgated thereunder, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

Item  3.  Defaults  Upon  Senior  Securities
Not  Applicable.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders
Not  Applicable.

Item  5.  Other  Information.
On  March 18, 2004, our Board of Director's unanimously voted to switch transfer
agents  to  Pacific  Stock  Transfer.


Item  6.  Exhibits  and  Reports  on  Form  8-K


(a)  Exhibits



Exhibit
Number          Description  of  Exhibit
-------         -----------------------

3.1  Articles  of  Incorporation  (filed  as  Exhibit  3.1  to  the  Company's
registration  statement  on  Form  10SB  filed on June 29, 2000 and incorporated
herein  by  reference).

3.2 Bylaws (filed as Exhibit 3.1 to the Company's registration statement on Form
10SB  filed  on  June  29,  2000  and  incorporated  herein  by  reference).

4.1  Debenture  Agreement  between  the Company and Preston Capital Partners, LP
dated  February  3,  2004.

4.2  Debenture  Agreement  between  the  Company and eFund Capital Partners, LLC
dated  February  18,  2004

10.1  Registration  Rights  Agreement  between  the  Company and Preston Capital
Partners,  LP  dated  February  3,  2004.

10.2  Registration  Rights  Agreement  between  the  Company  and  eFund Capital
Partners,  LP  dated  February  18,  2004.

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.

31.2  Certification  of  the Interim Chief Financial Officer pursuant to Section
302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1  Certification  of  Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


 (b)  Forms  8-K

The  Company  filed  a  Form  8-K/A  on February 9, 2004 that included Financial
Statements  and  Pro  Forma  Financial  Information.

                                    SIGNATURE

In  accordance  with  the  requirements of the Exchange Act , the Registrant has
duly  caused  this report to be signed on its behalf by the undersigned hereunto
duly  authorized.



Date:  May  24,  2004                Xtreme  Companies,  Inc.

                                  /s/  Kevin  Ryan
                              By  -----------------------
                                 Kevin  Ryan,  Chief  Executive  Officer